In a news release posted to its website Thursday, the IntercontinentalExchange, a Sandy Springs-based operator of global markets and clearing houses owned by Buckhead resident Jeffrey C. Sprecher, and NYSE Euronext, the global equity, equity options and fixed income derivatives market operator, announced a definitive agreement for ICE to acquire NYSE Euronext in a stock-and-cash transaction.

The acquisition combines two leading exchange groups to create a premier global exchange operator diversified across markets including agricultural and energy commodities, credit derivatives, equities and equity derivatives, foreign exchange and interest rates. With leading clearing capabilities, the combined company will be well positioned to deliver efficiencies while serving customer demand for clearing and risk management globally.

Under the terms of the agreement, which was unanimously approved by the boards of both companies, the transaction is currently valued at $33.12 per NYSE Euronext share, or a total of about $8.2 billion, based on the closing price of ICE’s stock Wednesday.

NYSE Euronext shareholders will have the option to elect to receive consideration per NYSE Euronext share of $33.12 in cash, 0.2581 IntercontinentalExchange common shares or a mix of $11.27 in cash plus 0.1703 ICE common shares, subject to a maximum cash consideration of about $2.7 billion and a maximum aggregate number of ICE common shares of about 42.5 million. The overall mix of the $8.2 billion of merger consideration being paid by ICE is approximately 67 percent shares and 33 percent cash. The transaction value of $33.12 represents a 37.7 percent premium over NYSE Euronext’s closing share price Wednesday.

NYSE Euronext shareholders will own approximately 36 percent of ICE shares post-transaction.

The cash portion of the transaction will be funded by a combination of cash on hand and existing ICE credit facilities.

The transaction is expected to close in the second half 2013, subject to regulatory approvals in Europe and theU.S.and approval by shareholders of both companies.

The majority of run-rate expense synergies of $450 million are expected to be achieved in the second full year post-closing.

Sprecher will continue as chairman and CEO of the combined company and Scott A. Hill as CFO. Duncan L. Niederauer will be president of the combined company and CEO of NYSE Group. Four members of the NYSE Euronext board will be added to the ICE board, which will be expanded to 15 members.

In a news release posted to its website Thursday, the IntercontinentalExchange, a Sandy Springs-based operator of global markets and clearing houses owned by Buckhead resident Buckhead resident Jeffrey C. Sprecher, and NYSE Euronext, the global equity, equity options and fixed income derivatives market operator, announced a definitive agreement for ICE to acquire NYSE Euronext in a stock-and-cash transaction.

The acquisition combines two leading exchange groups to create a premier global exchange operator diversified across markets including agricultural and energy commodities, credit derivatives, equities and equity derivatives, foreign exchange and interest rates. With leading clearing capabilities, the combined company will be well positioned to deliver efficiencies while serving customer demand for clearing and risk management globally.

Under the terms of the agreement, which was unanimously approved by the boards of both companies, the transaction is currently valued at $33.12 per NYSE Euronext share, or a total of about $8.2 billion, based on the closing price of ICE’s stock Wednesday.

NYSE Euronext shareholders will have the option to elect to receive consideration per NYSE Euronext share of $33.12 in cash, 0.2581 IntercontinentalExchange common shares or a mix of $11.27 in cash plus 0.1703 ICE common shares, subject to a maximum cash consideration of about $2.7 billion and a maximum aggregate number of ICE common shares of about 42.5 million. The overall mix of the $8.2 billion of merger consideration being paid by ICE is approximately 67 percent shares and 33 percent cash. The transaction value of $33.12 represents a 37.7 percent premium over NYSE Euronext’s closing share price Wednesday.

NYSE Euronext shareholders will own approximately 36 percent of ICE shares post-transaction.

The cash portion of the transaction will be funded by a combination of cash on hand and existing ICE credit facilities.

The transaction is expected to close in the second half 2013, subject to regulatory approvals in Europe and theU.S.and approval by shareholders of both companies.

The majority of run-rate expense synergies of $450 million are expected to be achieved in the second full year post-closing.

Sprecher will continue as chairman and CEO of the combined company and Scott A. Hill as CFO. Duncan L. Niederauer will be president of the combined company and CEO of NYSE Group. Four members of the NYSE Euronext board will be added to the ICE board, which will be expanded to 15 members.

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